Note 16 - Restatement of December 31, 2013 Financial Statements | 6 Months Ended |
Jun. 30, 2014 |
Notes | ' |
Note 16 - Restatement of December 31, 2013 Financial Statements | ' |
NOTE 16 – RESTATEMENT OF DECEMBER 31, 2013 FINANCIAL STATEMENTS |
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The Company has restated its consolidated balance sheet as of December 31, 2013, its consolidated statement of operations for the year ended December 31, 2013 and from inception (October 14, 2010) to December 31, 2013, its consolidated statement of cash flows for the year ended December 31, 2013 and from inception (October 14, 2010) to December 31, 2013, and its consolidated statements of stockholders’ equity to account for the following; |
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1. Revaluation of the acquisitions of D&B Music, Inc. and Top Sail Productions, LLC whereby the intangible assets acquired, totaling $1,361,056, are to be reclassified to additional paid in capital. |
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2. To reclassify $115,000 of prepaid expenses against $35,000 in convertible notes payable and $80,000 in promissory notes payable to Southridge Partners II, LLC. |
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3. To reconcile 110,000,000 shares of common stock believed to be issue and outstanding but were never issued by the transfer agency due to lack of authorized shares as of December 31, 2013. |
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The following are previously recorded and restated balances as of December 31, 2013, for the year ended December 31, 2013 and from inception (October 14, 2010) to December 31, 2013. |
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PRIMCO MANAGEMENT INC. |
(A Development Stage Company) |
CONSOLIDATED BALANCE SHEETS |
| 31-Dec-13 | | | | | | | | | | | |
| Originally | | | | | | | | | | | | | |
| Reported | Restated | Difference | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | |
Cash and cash equivalents | $ 64,771 | $ 64,771 | $ - | | | | | | | | | | | |
Accounts receivable, net | 26,026 | 26,026 | - | | | | | | | | | | | |
Inventory, net | 70,528 | 70,528 | - | | | | | | | | | | | |
Advances to related party | - | - | - | | | | | | | | | | | |
Intellectual property rights: Music, net of impairment | 688,945 | - | 688,945 | | | | | | | | | | | |
Intellectual property rights: Motion Picture | 315,000 | - | 315,000 | | | | | | | | | | | |
Prepaids | 135,000 | 20,000 | 115,000 | | | | | | | | | | | |
Total Current Assets | 1,300,270 | 181,325 | 1,118,945 | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Property and equipment, net | 7,885 | 7,885 | - | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Other Assets: | | | | | | | | | | | | | | |
Music catalog | 357,111 | - | 357,111 | | | | | | | | | | | |
Lease deposit | 8,714 | 8,714 | - | | | | | | | | | | | |
Total Other Assets | 365,825 | 8,714 | 357,111 | | | | | | | | | | | |
Total Assets | $1,673,980 | $ 197,924 | $ 1,476,056 | | | | | | | | | | | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | |
Accounts payable | $ 97,979 | $ 97,979 | $ - | | | | | | | | | | | |
Accrued liabilities | 301,175 | 301,175 | - | | | | | | | | | | | |
Due to related party | 13,928 | 13,928 | - | | | | | | | | | | | |
Short-term notes payable | 793,000 | 713,000 | 80,000 | | | | | | | | | | | |
Short-term convertible notes payable, net of discounts | 746,201 | 711,201 | 35,000 | | | | | | | | | | | |
Derivative liability | 287,071 | 287,071 | - | | | | | | | | | | | |
Total Current Liabilities | 2,239,354 | 2,124,354 | 115,000 | | | | | | | | | | | |
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Total Liabilities | 2,239,354 | 2,124,354 | 115,000 | | | | | | | | | | | |
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Continued on next page |
PRIMCO MANAGEMENT INC. |
(A Development Stage Company) |
CONSOLIDATED BALANCE SHEETS |
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Continued from previous page |
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Stockholders' Equity: | | | | | | | | | | | | | | |
Preferred Stock, $0.00001 par value, 10,000,000 shares authorized, | | | | | | | | | | | | | |
7,000,000 shares issued and outstanding, respectively | 70 | 70 | - | | | | | | | | | | | |
Common Stock, $0.00001 par value, 4,990,000,000 shares authorized | | | | | | | | | | | | | |
4,979,119,725 and 1,983,002,181 shares issued and outstanding, respectively | 19,830 | 18,730 | 1,100 | | | | | | | | | | | |
Stock subscription payable | - | - | - | | | | | | | | | | | |
Additional paid in capital | 3,661,496 | 1,746,083 | 1,915,413 | | | | | | | | | | | |
Accumulated deficit during development stage | -4,246,770 | -3,691,313 | -555,457 | | | | | | | | | | | |
Total Stockholders' Equity (Deficit) | -565,374 | -1,926,430 | 1,361,056 | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Total Liabilities and Stockholders' Equity | $ 1,673,980 | $ 197,924 | $ 1,476,056 | | | | | | | | | | | |
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The accompanying notes are an integral part of these unaudited financial statements. |
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PRIMCO MANAGEMENTS INC. |
(A Development Stage Company) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
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| For the Year ended | From Inception (Oct 14, 2010) | | | | | | | | |
| 31-Dec-13 | through December 31, 2013 | | | | | | | | |
| Originally | | | Originally | | | | | | | | | | |
| Reported | Restated | Difference | Reported | Restated | Difference | | | | | | | | |
| | | | | | | | | | | | | | |
Revenues | $ 72,116 | $ 72,116 | $ - | $ 72,116 | $ 72,116 | $ - | | | | | | | | |
Costs of services | 44,123 | 44,123 | - | 44,123 | 44,123 | - | | | | | | | | |
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Gross Margin | 27,993 | 27,993 | - | 27,993 | 27,993 | - | | | | | | | | |
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Operating Expenses: | | | | | | | | | | | | | | |
General and administrative | 805,121 | 703,121 | 102,000 | 810,121 | 708,121 | 102,000 | | | | | | | | |
Reserve for losses on artists contracts | 453,457 | - | 453,457 | 453,457 | - | 453,457 | | | | | | | | |
Total Operating Expenses | 1,258,578 | 703,121 | 555,457 | 1,263,578 | 708,121 | 555,457 | | | | | | | | |
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Loss from Operations | -1,230,585 | -675,128 | -555,457 | -1,235,585 | -680,128 | 555,457 | | | | | | | | |
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Other Expenses: | | | | | | | | | | | | | | |
Interest expense | 888,286 | 888,286 | - | 888,286 | 888,286 | - | | | | | | | | |
Interest expense - derivative | 1,891,115 | 1,891,115 | - | 1,891,115 | 1,891,115 | - | | | | | | | | |
Provision for loss on property develop | 38,500 | 38,500 | - | 38,500 | 38,500 | - | | | | | | | | |
Total Other Expense | 2,817,901 | 2,817,901 | - | 2,817,901 | 2,817,901 | - | | | | | | | | |
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Net Loss Before Income Taxes | -4,048,486 | -3,493,029 | -555,457 | -4,053,486 | -3,498,029 | -555,457 | | | | | | | | |
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Provision for Income Taxes | - | - | - | - | - | - | | | | | | | | |
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Net Loss | ($4,048,486) | ($3,493,029) | ($555,457) | ($4,053,486) | ($3,498,029) | ($555,457) | | | | | | | | |
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Net Loss per Share - Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.01) | | | | | | | | | | | |
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Weighted average number of shares | | | | | | | | | | | | | | |
outstanding - Basic and Diluted | 1,983,002,181 | 1,881,476,718 | 101,525,463 | | | | | | | | | | | |
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PRIMCO MANAGEMENTS INC. |
(A Development Stage Company) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
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| For the Year Ended | From Inception (Oct 14, 2010) | | | | | | | | |
| 31-Dec-13 | through December 31, 2013 | | | | | | | | |
| Originally | | | Originally | | | | | | | | | | |
| Reported | Restated | Difference | Reported | Restated | Difference | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | |
Net Income (Loss) for the Period | -4,048,486 | -3,493,029 | -555,457 | -4,053,486 | -3,498,029 | -555,457 | | | | | | | | |
Adjustments to reconcile net loss to net cash | | | - | | | | | | | | | | | |
provided by operating activities: | | | - | | | | | | | | | | | |
Common stock issued for services | - | - | - | 5,000 | 5,000 | - | | | | | | | | |
Depreciation and amortization | 1,527 | 1,527 | - | 1,527 | 1,527 | - | | | | | | | | |
Changes in Operating Assets and Liabilities | | | | | | | | | | | | | | |
Decrease (Increase) in accounts receivables | -26,026 | -26,026 | - | -26,026 | -26,026 | - | | | | | | | | |
Increase in inventory | -70,528 | -70,528 | - | -70,528 | -70,528 | - | | | | | | | | |
Increase in prepaid expenses | -143,714 | -28,714 | -115,000 | -143,714 | -28,714 | -115,000 | | | | | | | | |
Increase in advances to related party | 13,928 | 13,928 | - | 13,928 | 13,928 | - | | | | | | | | |
Increase in accounts payable | 97,979 | 97,979 | - | 97,979 | 97,979 | - | | | | | | | | |
Increase in accrued liabilities | 291,175 | 291,175 | - | 291,175 | 291,175 | - | | | | | | | | |
Discount on short-term convertible debt | -128,463 | -128,463 | - | -128,463 | -128,463 | - | | | | | | | | |
Change in fair value of derivative liability | 287,162 | 287162 | - | 287,162 | 287,162 | - | | | | | | | | |
Net Cash Proceeds (Used) in Operating Activities | -3,725,446 | -3,054,989 | -670,457 | -3,725,446 | -3,054,989 | -670,457 | | | | | | | | |
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CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | |
Investments in music rights and artists | -1,046,056 | - | -1,046,056 | -1,046,056 | - | -1,046,056 | | | | | | | | |
Investments in movie rights and co-productions | -315,000 | - | -315,000 | -315,000 | - | -315,000 | | | | | | | | |
Purchase of property and equipment | -9,412 | -9,412 | - | -9,412 | -9,412 | - | | | | | | | | |
Net Cash Used In Investing Activities | -1,370,468 | -9,412 | -1,361,056 | -1,370,468 | -9,412 | -1,361,056 | | | | | | | | |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | |
Short term debt | 1,667,664 | 1,552,664 | 115,000 | 1,667,664 | 1,552,664 | 115,000 | | | | | | | | |
Share capital | 18,051 | 18,051 | - | 18,051 | 18,051 | - | | | | | | | | |
Additional paid in capital | 3,474,970 | 1,558,457 | 1,916,513 | 3,474,970 | 1,558,457 | 1,916,513 | | | | | | | | |
Net Cash Provided by Financing Activities | 5,160,685 | 3,129,172 | 2,031,513 | 5,160,685 | 3,129,172 | 2,031,513 | | | | | | | | |
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Net (Decrease) Increase in Cash | $ 64,771 | $ 64,771 | $ - | $ 64,771 | $ 64,771 | $ - | | | | | | | | |
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Cash at Beginning of Period | $ - | $ - | $ - | $ - | $ - | $ - | | | | | | | | |
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Cash at End of Period | $ 64,771 | $ 64,771 | $ - | $ 64,771 | $ 64,771 | $ - | | | | | | | | |
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PRIMCO MANAGEMENT INC. |
(A Development-Stage Company) |
Consolidated Statements of Stockholders’ Deficit |
(Restated) |
| Preferred | Common | Additional Paid in | Accumulated | Total Stockholders' | |
| Number of Shares | Amount | Number of Shares | Amount | Capital | Deficit | Deficit | |
Balance on October 14, 2010 (Inception) | - | $ - | - | $ - | $ - | $ - | $ - | |
Balance at December 31, 2010 | - | - | - | - | - | - | - | |
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Issuance of stock for services | - | - | 5,000,000 | 50 | 4,950 | - | 5,000 | |
Net loss for the year ended December 31, 2012 | - | - | - | - | - | -5,000 | -5,000 | |
Balance, December 31, 2012 | - | - | 5,000,000 | 50 | 4,950 | -5,000 | -5,000 | |
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Recapitalization | - | - | 179,912,000 | 1,799 | -11,708 | - | -9,909 | |
Issuance of stock in part consideration for purchase of Top Sail Productions, LLC | - | - | 5,000,000 | 50 | 14,950 | - | 15,000 | |
Issuance of stock for D&B Music acquisition | 7,000,000 | 70 | 20,000,000 | 200 | -357,111 | - | -356,841 | |
Issuance of stock to settle convertible debt, with interest | - | - | 1,663,090,181 | 16,631 | 808,009 | - | 824,640 | |
Gain on extinguishment of derivative liabilities (net) | - | - | - | - | 2,551,111 | - | 2,551,111 | |
Acquisition of ESMG, Inc. | - | - | - | - | -1,457,402 | - | -1,457,402 | |
Net loss for the year ended December 31, 2013 | - | - | - | - | - | -3,493,029 | -3,493,029 | |
Balance, December 31, 2013 | 7,000,000 | $ 70 | 1,873,002,181 | $ 18,730 | $1,746,083 | ($3,691,313) | ($1,926,430) |
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